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                                March 27, 2023

       Ann Marie Sastry
       Chief Executive Officer
       Amesite Inc.
       607 Shelby Street, Suite 700 PMB 214
       Detroit, MI 48226

                                                        Re: Amesite Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed March 14,
2023
                                                            File No. 333-270512

       Dear Ann Marie Sastry:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed March 14, 2023

       Plan of Distribution, page 13

   1.                                                   Please identify any
selling stockholder that is a registered broker-dealer or an affiliate of a
                                                        broker-dealer. Please
note that a registration statement registering the resale of shares
                                                        being offered by a
broker-dealer must identify the broker-dealer as an underwriter if the
                                                        shares were not issued
as underwriting compensation. For a selling stockholder that is an
                                                        affiliate of a
broker-dealer, your prospectus must state, if true, that: (1) the seller
                                                        purchased the
securities in the ordinary course of business; and (2) at the time of purchase
                                                        of the securities you
are registering for resale, the seller had no agreements or
                                                        understandings,
directly or indirectly, with any person, to distribute the securities. If you
                                                        are unable to make
these statements in the prospectus, please disclose that the selling
                                                        stockholder is an
underwriter.
 Ann Marie Sastry
Amesite Inc.
March 27, 2023
Page 2
Incorporate of Documents by Reference, page 20

2.    Please revise to specifically incorporate by reference your current
reports on Form 8-K
      filed on December 14, 2022 and March 10, 2023. Please also incorporate by
reference
      your Definitive Proxy Statement on Schedule 14A filed on January 23, 2023
or provide us
      with your analysis explaining why incorporating these filings is not
required. Refer to
      Item 12(a)(2) of Form S-1 for guidance.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Mariam Mansaray, Staff Attorney at 202-551-6356 or
Matthew Crispino,
Staff Attorney at 202-551-3456 with any other questions.



                                                           Sincerely,
FirstName LastNameAnn Marie Sastry
                                                           Division of
Corporation Finance
Comapany NameAmesite Inc.
                                                           Office of Technology
March 27, 2023 Page 2
cc:       Richard A. Friedman, Esq.
FirstName LastName